29 January 2013

To holders of GB passenger train licences and SNRPs listed in schedule 1

Dear licence holder

Notice of modifications to passenger train licences and SNRPs

The companies listed in schedule 1 to this notice have been granted licences and statements of national regulatory provisions (SNRPs) to operate railway assets under section 8 of the Railways Act 1993 (the Act) or regulation 10 and schedule 4 of the Railway (Licensing of Railway Undertakings) Regulations 2005 (the Regulations).

In accordance with section 12(2) of the Act and regulation 13(2) of the Regulations on 16 October 2012 I gave notice of our intention to modify certain licences and SNRPs.¹

The Office of Rail Regulation's (ORR's) notice set out the reasons for the modification and its effect. I required any representations or objections to be made on or before 13 November 2012. On 9 November 2012 this deadline was extended until 23 November 2012.

ORR has considered the representations and objections which were received during the consultation period and which were not withdrawn. The only issue raised of note, which has resulted in an amendment to the Rail Delivery Group articles of association, was explained in my letter dated 18 January 2013.² As a result no changes are proposed to the licence modification consulted on and to which the licence and SNRP holders listed in schedule 1 to this notice have consented.³

Under section 12(1) of the Act and regulation 13(1) of the Regulations I therefore modify the licences and SNRPs listed in schedule one to this notice by adding new condition 28 'the Rail Delivery Group' as set out in schedule 2.

I will place a copy of this letter on our website and public register. We will also update all the relevant licences and SNRPs on our website.

Yours sincerely

Michael Beswick

¹ http://www.rail-reg.gov.uk/upload/pdf/rdg-conclusions-and-notice-161012.pdf ² http://www.rail-reg.gov.uk/upload/pdf/rdg-formalisation-180113.pdf ³ For SNRPs the reference in the consulted licence condition has been amended from 'licence holder' to 'SNRP holder'. Schedule 1: Passenger licences and SNRPs

The licences and statements of national regulatory provisions (SNRPs) subject to this notice, with their reference numbers are:

| Operator licence or SNRP | Reference number | |--------------------------|------------------| | Abellio Greater Anglia Ltd • GB passenger SNRP | UK 02 2012 0001 | | Arriva Trains Wales Ltd • GB passenger SNRP • GB freight SNRP | UK 02 2005 0011 UK 02 2005 0013 | | c2c rail ltd • GB passenger SNRP | UK 02 2005 0015 | | The Chiltern Railway Company Ltd • GB passenger SNRP • GB freight SNRP | UK 02 2005 0019 UK 02 2005 0021 | | Colas Rail Ltd • GB freight SNRP | UK 02 2012 0002 | | DB Regio Tyne and Wear Ltd • Passenger train licence | UK 03 2010 0001 | | DB Schenker Rail (UK) Ltd • GB freight SNRP | UK 02 2005 0029 | | Devon and Cornwall Railways Ltd • GB freight SNRP | UK 02 2010 0001 | | Direct Rail Services Ltd • GB freight SNRP • GB passenger SNRP | UK 02 2005 0026 UK 02 2005 0024 | | East Coast Main Line Company Ltd • GB passenger SNRP | UK 02 2006 0006 | | East Midlands Trains Ltd • GB passenger SNRP | UK 02 2007 0009 | | English Welsh & Scottish Railway International Ltd • GB freight SNRP • GB freight SNRP (international services) | UK 02 2005 0031 UK 02 2005 0033 | | Europorte Channel • GB freight SNRP | UK 02 2011 0001 |

| Operator licence or SNRP | Reference number | |--------------------------|------------------| | First Capital Connect Ltd • GB passenger SNRP | UK 02 2006 0004 | | First Greater Western Ltd • GB passenger SNRP | UK 02 2006 0002 | | First Scotrail Ltd • GB passenger SNRP • GB freight SNRP | UK 02 2005 0035 UK 02 2005 0037 | | First/Keolis Transpennine Ltd • GB passenger SNRP • GB freight SNRP | UK 02 2005 0039 UK 02 2005 0041 | | Freightliner Heavy Haul Ltd • GB freight SNRP | UK 02 2005 0043 | | Freightliner Ltd • GB freight SNRP | UK 02 2005 0045 | | GB Railfreight Ltd • GB passenger SNRP • GB freight SNRP | UK 02 2009 0001 UK 02 2005 0049 | | Grand Central Railway Company Ltd • GB passenger SNRP | UK 02 2007 0003 | | Heathrow Express Operating Co Ltd • Passenger train licence | UK 03 1997 0001 | | Hull Trains Company Ltd • GB passenger SNRP | UK 02 2005 0055 | | London and Birmingham Railway Ltd • GB passenger SNRP | UK 02 2007 0011 | | London and South Eastern Railway Ltd • GB passenger SNRP | UK 02 2006 0003 | | London Overground Rail Operations Ltd • GB passenger SNRP | UK 02 2007 0012 | | Operator licence or SNRP | Reference number | |-------------------------|------------------| | London Underground Ltd | UK 03 2004 0008 | | • Passenger licence | | | Merseyrail Electrics 2002 Ltd | UK 03 2003 0011 | | • Passenger train licence | | | North Yorkshire Moors Railway Enterprises plc | UK 03 2007 0002 | | • Passenger train licence | | | Northern Rail Ltd | UK 02 2005 0067 | | • GB passenger SNRP | UK 02 2005 0069 | | • GB freight SNRP | | | Pre Metro Operations Ltd | UK 03 2003 0004 | | • Passenger train licence | | | Rail Express Systems Ltd | UK 02 2005 0071 | | • GB passenger SNRP | UK 02 2005 0073 | | • GB freight SNRP | |

| Operator licence or SNRP | Reference number | |-------------------------|------------------| | Southern Railway Limited | UK 02 2009 0002 | | • GB passenger SNRP | | | Stagecoach South Western Trains Ltd | UK 02 2007 0001 | | • GB passenger SNRP | | | West Coast Main Line Company Limited | UK 02 2006 0007 | | • GB passenger SNRP | | | West Coast Railway Company Ltd | UK 02 2005 0079 | | • GB passenger SNRP | UK 02 2005 0081 | | • GB freight SNRP | | | West Coast Trains Ltd (Virgin) | UK 02 2005 0083 | | • GB passenger SNRP | UK 02 2005 0085 | | • GB freight SNRP | | | XC Trains Limited | UK 02 2007 0010 | Schedule 2

For licences insert new condition 28:

Condition 28: Rail Delivery Group

1. The licence holder shall:

   (a) become and thereafter remain a Licensed Member of RDG;

   (b) comply with its obligations under the RDG Articles; and

   (c) procure that any member of its Group that is entitled under the RDG Articles to become a Member of RDG:

   (i) becomes and thereafter remains a Member of RDG; and

   (ii) complies with its obligations under the RDG Articles.

2. In this condition:

   “Group” has the meaning ascribed to it in the RDG Articles;

   “Licensed Member” has the meaning ascribed to it in the RDG Articles;

   “Member” has the meaning ascribed to it in the RDG Articles;

   “RDG” means the Rail Delivery Group (a company limited by guarantee and registered in England and Wales under number 08176197); and

   “RDG Articles” means the articles of association of RDG. For SNRPs insert new condition 28:

Condition 28: Rail Delivery Group

1. The SNRP holder shall:

   (a) become and thereafter remain a Licensed Member of RDG;

   (b) comply with its obligations under the RDG Articles; and

   (c) procure that any member of its Group that is entitled under the RDG Articles to become a Member of RDG:

   (i) becomes and thereafter remains a Member of RDG; and

   (ii) complies with its obligations under the RDG Articles.

2. In this condition:

   “Group” has the meaning ascribed to it in the RDG Articles;

   “Licensed Member” has the meaning ascribed to it in the RDG Articles;

   “Member” has the meaning ascribed to it in the RDG Articles;

   “RDG” means the Rail Delivery Group (a company limited by guarantee and registered in England and Wales under number 08176197); and

   “RDG Articles” means the articles of association of RDG.